Business Backup Documents

BUSINESS BACKUP DOCUMENTS

Parties

This Business Backup Documents Agreement (the Agreement) is entered into by and between:

Recitals

WHEREAS, the Client maintains business records, electronic data and related materials necessary for ongoing operations; and

WHEREAS, the Service Provider is engaged to prepare, store, and maintain backup copies of Client's business data and to deliver specified backup materials on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Definitions

For purposes of this Agreement, "Backup Materials" means copies of electronic files, databases, system images, documentation, media, and other materials provided by or produced for Client in connection with the backup services; "Retention Period" means the duration backups are maintained as set in the Backup Schedule; "Confidential Information" has the meaning set forth in the Confidentiality clause below.

Scope of Work

Backup Schedule and Retention

Backup media delivery method:

Access, Storage and Security

Service Provider shall store Backup Materials using industry-standard encryption at rest and in transit, maintain logical and physical access controls, and restrict access to authorized personnel only. Service Provider will maintain logs of access and restoration events and provide such logs to Client upon request under the Audit Rights clause.

Payment Terms

Client shall pay the Service Provider the fees set forth below for the performance of backup services.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience by giving written notice to the other party at least days prior to the effective termination date. Termination for cause may be effected immediately upon written notice if the receiving party materially breaches this Agreement and fails to cure within thirty (30) days after receipt of written notice.

Confidentiality

Each party shall maintain the confidentiality of Confidential Information and shall not disclose such information to any third party except as necessary to perform its obligations under this Agreement or as required by law. Service Provider shall use Confidential Information solely for the purposes of performing backup services and shall implement reasonable administrative, technical and physical safeguards to protect Confidential Information.

At the earlier of the expiration of the Retention Period or termination of this Agreement, Service Provider shall, as directed by Client, securely return or permanently destroy all Backup Materials and certify such destruction in writing.

Representations, Indemnity and Liability

Each party represents that it has the authority to enter into this Agreement. Client represents that it has the right to provide the Backup Materials to Service Provider. Service Provider agrees to indemnify and hold Client harmless from third-party claims arising from Service Provider's gross negligence or willful misconduct in connection with the services. Except for liability arising from gross negligence, willful misconduct or a breach of confidentiality, neither party's aggregate liability shall exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Audit Rights and Records

Client may, upon reasonable prior notice and during normal business hours, audit Service Provider's records and procedures solely to verify compliance with security, retention, and confidentiality obligations. Audits shall be conducted in a manner to minimize disruption to Service Provider's operations.

Notices

Data Breach and Incident Response

In the event of a security incident or unauthorized access affecting Backup Materials, Service Provider shall notify Client without unreasonable delay and provide all information necessary to investigate and remediate the incident. Service Provider shall cooperate with Client's reasonable incident response measures.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to Backup Materials and the services described herein and supersedes all prior agreements and understandings relating to the subject matter.

Miscellaneous Provisions

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision is found unenforceable, the remainder shall remain in full force. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Acknowledgments

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the respective party and that the information provided in this document is accurate.

Sign Now